Contract analysis

1. Purpose of Memorandum This memorandum documents the formal placement of Matter No. 1025-00007 into dormant status, effective as of the date hereof, November 18, 2022. The purpose of this memorandum is to create a comprehensive internal record for Calderwood & Harkness LLP's matter management system, setting forth the rationale for the dormancy designation, the current status of all work product and documentation,

2. Transaction Summary The following is a summary of the key terms, parties, and structural features of the proposed transaction as it stood at the time of the shelving decision. This summary is provided for reference purposes and to facilitate any future reactivation analysis. Client. Quorum Insurance Holdings Corp. (NYSE: QIHC), a Delaware corporation headquartered at 400 Atlantic Street, Suite 2200, Stamford, Conn

3. Timeline of Key Events The following chronology sets forth the key milestones in the transaction from the opening of the engagement through the date of this memorandum. This timeline is provided for reference purposes and to establish the context for the dormancy designation.

4. Basis for Shelving Decision — Spread Widening Analysis The decision by the QIH Board of Directors to shelve the transaction was driven by a material deterioration in the pricing environment for asset-backed securities during the period from the transaction's inception in late June 2022 through early November 2022. The following analysis summarizes the key data points underlying the Board's decision. Market Conditi

5. Sunk Costs Summary The total estimated sunk costs associated with the transaction through the date of shelving are approximately $2,555,000. This figure encompasses legal fees accrued by Calderwood & Harkness LLP, rating agency fees incurred with Brindoval Ratings Inc. and Pinnacle Rating Services LLC, and other third-party costs. A breakdown of these costs is set forth below. 5.1 Calderwood & Harkness Legal Fees

6. Status of Work Product and Documentation The following sections provide a comprehensive inventory of all documents, work product, and deliverables associated with the transaction, organized by category and current status. This inventory is intended to serve as a reference for any future reactivation effort and to document the preservation of all materials in the firm's document management system. 6.1 Executed / Fi

7. Preservation and Optionality Steps In connection with the placement of the transaction in dormant status, the following steps have been taken or are recommended to preserve the work product, maintain the structural elements of the transaction, and ensure that the transaction can be reactivated efficiently if market conditions improve and QIH elects to proceed. 7.1 Document Preservation All work product, drafts, co

8. Billing and Matter Administration The following administrative steps are to be taken in connection with the placement of the matter in dormant status: (a) Interim Fee Statement. An Interim Fee Statement covering all accrued and unbilled legal fees of approximately $1,950,000 through November 2022 is to be prepared and submitted to the Client, together with a comprehensive billing narrative, on December 15, 2022. T

9. Staffing Wind-Down The Calderwood & Harkness LLP engagement team for Matter No. 1025-00007 consisted of the following professionals: All team members listed above are released from active assignment on this matter effective November 18, 2022. Released team members are available for reassignment to other firm matters through the normal staffing allocation process. Notwithstanding the release from active assignment,

10. Conclusion For the reasons set forth in this memorandum, Matter No. 1025-00007 — the proposed $500,000,000 insurance premium finance asset-backed securities issuance by Quorum Receivables Funding 2022-1 LLC — is hereby placed in dormant status, effective November 18, 2022. The total sunk costs associated with the transaction through the date of shelving are approximately $2,555,000, consisting of $1,950,000 in ac